Good morning and welcome to The Closer, the newsletter all about deals. Today's edition is short and sharp — one tactic, backed by research, to help you negotiate smarter. No headlines, no noise — just a Nugget you can deploy by lunchtime.
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The Earn-Out Escape
Bridge Valuation Gaps with Creative Structures
When you can't agree on price, agree on performance—then let results decide
Real world proof
In 2025's M&A surge, PE firms increasingly use earn-outs and deferred payments to bridge valuation gaps. Seller wants $500M based on growth projections? Buyer skeptical? Structure it as $350M upfront + $150M contingent on hitting EBITDA targets. Both sides win: seller gets full price if they're right, buyer protects downside if they're wrong. Creative structures turn "no deal" into "yes, if."
TACTIC #103 • DEAL ARCHITECTURE
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